0001047469-06-002152 Sample Contracts

Insert number of shares] Techwell, Inc. Common Stock FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • February 17th, 2006 • Techwell Inc • Semiconductors & related devices • New York

LEHMAN BROTHERS INC. SG COWEN & CO., LLC NEEDHAM & COMPANY, LLC PIPER JAFFREY & CO. PACIFIC GROWTH EQUITIES, LLC As Representatives of the several Underwriters named in Schedule 1 attached hereto, c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019

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